Earlier this year, I wrote about how business founders who agree to split earnings from their venture can find that they have unintentionally created a general partnership (Beware the Unintended Partnership). The problem: Any partner can subject all of the partners to unlimited personal liability for partnership obligations!

This post provides an overview of how an unintended, or otherwise undesirable, California general partnership can be terminated.

At that point, the partnership will continue only for the purpose of winding up its business, and its existence will terminate once the winding up is completed (Corporations Code Section 16802(a)).

Because a general partnership is not required to register with the Secretary of State when the partnership is formed, there is no requirement to file any document with the Secretary of State at the time of dissolution. (This is in contrast to dissolving a corporation or limited liability company, for which filings are required – see How to Kill Your Company when that’s the Only Choice).

Dana H. Shultz, Attorney at Law, is a business-savvy lawyer located in Northern California's San Francisco Bay Area (in the East Bay, near Oakland) who has in-depth knowledge of law, business, technology, and the needs of startup and early-stage companies.